Performance Food Group Elects New Directors, Reports Officer Compensation

TL;DR

PFGC board shakeup: new directors in, one out. Officer pay details also filed.

AI Summary

Performance Food Group Co. announced on November 20, 2024, the departure of Director Robert M. K. Johnson and the election of new directors, including Michael A. Smith and David L. K. Johnson. The company also reported on compensatory arrangements for its named executive officers and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while updates on executive compensation are closely watched by investors.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters and executive compensation, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Performance Food Group Co. (company) — Registrant
• Robert M. K. Johnson (person) — Departing Director
• Michael A. Smith (person) — Elected Director
• David L. K. Johnson (person) — Elected Director
• November 20, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PFGC New York Stock Excha

Filing Documents

• pfgc-20241120.htm (8-K) — 100KB
• pfgc-ex10_1.htm (EX-10.1) — 244KB
• 0000950170-24-129264.txt ( ) — 498KB
• pfgc-20241120.xsd (EX-101.SCH) — 25KB
• pfgc-20241120_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows: Proposal No. 1 – Election of Directors The Company's stockholders elected the persons listed below as directors for a one-year term expiring at the Company's 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified: FOR AGAINST ABSTAIN BROKER NON-VOTE George L. Holm 141,230,486 1,297,564 40,743 5,175,521 Manuel A. Fernandez 141,413,439 1,113,503 41,851 5,175,521 Barbara J. Beck 141,251,803 1,255,222 61,768 5,175,521 Danielle M. Brown 142,345,691 180,201 42,901 5,175,521 William F. Dawson, Jr. 140,303,078 2,223,337 42,378 5,175,521 Laura Flanagan 142,233,470 267,226 68,097 5,175,521 Matthew C. Flanigan 142,314,637 211,779 42,377 5,175,521 Kimberly S. Grant 140,351,400 2,176,186 41,207 5,175,521 Jeffrey M. Overly 140,234,749 2,290,778 43,266 5,175,521 David V. Singer 142,338,474 187,665 42,654 5,175,521 Randall N. Spratt 142,336,838 189,375 42,580 5,175,521 Warren M. Thompson 141,490,032 1,035,921 42,840 5,175,521 Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2025. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 145,299,856 2,403,379 41,079 N/A Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation The Company's stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement. Votes Cast For Votes Cast Against Abstention

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Performance Food Group Company 2024 Omnibus Incentive Plan. 104 Cover page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERFORMANCE FOOD GROUP COMPANY Date: November 20, 2024 By: /s/ A. Brent King A. Brent King Executive Vice President, General Counsel and Secretary